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Accelevation Q3 net income falls 76.9% to $3.2M

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Form Type
8-K

Rhea-AI Filing Summary

Accelevation Holdings Corp. reported third-quarter 2026 revenue of $202.2 million, up 65.9% year over year. Bookings increased 364% to $768.9 million, and backlog rose 329% year over year to $1.7 billion. Net income was $3.2 million, down 76.9%; non-GAAP Adjusted EBITDA was $37.7 million, up 30.8%, while its margin fell to 18.7% from 23.7%. Operating cash flow was $62.5 million, compared with a $0.6 million outflow a year earlier.

For full-year 2026, the company guided to revenue of $905 million to $915 million and Adjusted EBITDA of $155 million to $165 million. After quarter-end, it completed an IPO of 30 million Class A shares at $18 per share: 10 million sold by Accelevation and 20 million by selling stockholders. Accelevation received approximately $170.6 million in net proceeds, which it used to purchase newly issued units of Accelevation Holdings LLC; the LLC used the proceeds to repay indebtedness. The company also entered new senior secured credit facilities: a $400 million revolving credit facility and a $250 million Term Loan A.

3 points · 0 major

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Positive

  • Moderate pointThird-quarter revenue rose 65.9% year over year to $202.2 million.
  • Moderate pointAdjusted EBITDA increased 30.8% to $37.7 million year over year.
  • Moderate pointOperating cash flow was $62.5 million, versus a $0.6 million outflow in 2025.

Negative

  • Moderate pointThird-quarter net income fell 76.9% to $3.2 million year over year.
  • Moderate pointAdjusted net income declined 7.0% to $20.9 million year over year.
  • Moderate pointAdjusted EBITDA margin declined 502 basis points to 18.7% year over year.

Filing Explained

The $1.7 billion backlog is not a measure of reported revenue: Accelevation includes in it remaining unrecognized revenue on executed contracts and purchase orders, plus written letters of intent and notices to proceed, and says it should not be substituted for revenue.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Third-quarter revenue $202.2 million Three months ended September 30, 2026; up 65.9% year over year
Third-quarter net income $3.2 million Three months ended September 30, 2026; down 76.9% year over year
Adjusted EBITDA $37.7 million Third quarter 2026; non-GAAP measure, up 30.8% year over year
Bookings $768.9 million Third quarter 2026; up 364% year over year
Backlog $1.7 billion As of the third quarter 2026 report; up 329% year over year and 51.0% from the prior quarter
Operating cash flow $62.5 million Third quarter 2026, compared with a $0.6 million outflow in the prior-year quarter
2026 revenue guidance $905 million to $915 million Full-year 2026 outlook
2026 Adjusted EBITDA guidance $155 million to $165 million Full-year 2026 outlook; non-GAAP measure
Adjusted EBITDA financial
"Adjusted EBITDA is defined as net income (loss) adjusted for interest income and expense"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
backlog financial
"Backlog consists of the remaining unrecognized revenue on executed contracts"
A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.
bookings financial
"Bookings is defined as the aggregate dollar value of executed customer contracts"
"Bookings" refer to the total value of new sales or agreements a company secures during a specific period. It shows how much business the company has signed up for, even if the products or services haven't been delivered yet. This figure helps investors understand the company's future growth potential.
book-to-bill ratio financial
"Book-to-bill ratio is defined as bookings divided by revenue"
The book-to-bill ratio compares the value of new orders a company receives to the value of products it ships out or bills for over a certain period. If the ratio is above 1, it means the company is getting more orders than it is completing, which can indicate growth. If it's below 1, it suggests demand is slowing down.
Free Cash Flow financial
"The Company defines Free Cash Flow as Net Cash Provided by Operating Activities"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Term Loan A financial
"a $250 million Term Loan A"
Term Loan A is a portion of a company’s syndicated bank loan that is paid down with regular principal installments over a set period, usually carries lower interest and a shorter maturity than other loan tranches. It matters to investors because its scheduled repayments and interest cost affect a company’s cash flow and borrowing needs; heavy near‑term payments can reduce cash available for dividends, investment or increase refinancing risk, much like a mortgage with larger monthly payments limits household flexibility.
Revenue $202.2 million Up 65.9% year over year
Net income $3.2 million Down 76.9% year over year
Adjusted EBITDA $37.7 million Up 30.8% year over year
Adjusted EBITDA margin 18.7% Down 502 basis points year over year
Adjusted net income $20.9 million Down 7.0% year over year
Bookings $768.9 million Up 364% year over year
Backlog $1.7 billion Up 329% year over year and 51.0% from the prior quarter
Operating cash flow $62.5 million Compared with a $0.6 million outflow in the prior-year quarter
Guidance

Full-year 2026 revenue of $905 million to $915 million and Adjusted EBITDA of $155 million to $165 million.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did ACCV report for the third quarter of 2026?
Accelevation reported $202.2 million in revenue, up 65.9% year over year. Net income was $3.2 million, down 76.9% from the prior-year quarter.

What were ACCV’s bookings and backlog in the third quarter of 2026?
Bookings were $768.9 million, up 364% year over year, and backlog was $1.7 billion, up 329% year over year and 51.0% from the prior quarter. The company defines backlog as remaining unrecognized revenue on specified contracts, purchase orders, letters of intent and notices to proceed. It says these metrics are not comparable to, or substitutes for, reported revenue.

What is ACCV’s 2026 financial guidance?
Accelevation guided to $905 million to $915 million in revenue and $155 million to $165 million in Adjusted EBITDA for full-year 2026. The company said the guidance is based on information as of November 12, 2026. It did not reconcile Adjusted EBITDA guidance to net income because certain excluded items could not be reasonably estimated without unreasonable effort.

How many shares were sold in ACCV’s IPO, and what did the company receive?
The IPO included 30 million Class A shares at $18 per share: 10 million sold by Accelevation and 20 million by selling stockholders affiliated with Olympus Partners. Accelevation received approximately $170.6 million in net proceeds and did not receive proceeds from the selling stockholders’ share sales.

What credit facilities did ACCV enter into after the third quarter?
Accelevation entered into new senior secured credit facilities consisting of a $400 million revolving credit facility and a $250 million Term Loan A. The facilities were entered into in connection with the IPO.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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8-K11/12/2026Accelevation Holdings Corp.Delaware001-4349042-32221509555 N. Springboro Pike, Suite 400MiamisburgOH45342937258-0616Class A common stock, par value $0.0001ACCVThe Nasdaq Stock Market LLCFALSEFALSEFALSEFALSETRUEFALSE0002141406FALSE00021414062026-10-122026-10-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
November 12, 2026
Date of Report (date of earliest event reported)
Accelevation Holdings Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
001-43490
(Commission File Number)
42-3222150
(I.R.S. Employer Identification
Number)
9555 N. Springboro Pike, Suite 400
Miamisburg, OH 45342
(Address of principal executive offices and zip code)
(937) 258-0616
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A common stock, par value $0.0001
ACCV
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company    x          
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 2.02 - Results of Operations and Financial Condition
Item 7.01 - Regulation FD Disclosure
On November 12, 2026, Accelevation Holdings Corp., a Delaware corporation (the “Company”), issued a press release
announcing the Company’s financial results for the quarter ended September 30, 2026. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 2.02.
The information furnished in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
99.1
Press release of Accelevation Holdings Corp. dated November 12, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
ACCELEVATION HOLDINGS CORP.
Date: November 12, 2026
By:
/s/  Kenneth Krause
Name:
Kenneth Krause
Title:
Chief Financial Officer
1
FOR IMMEDIATE RELEASE
Accelevation Holdings Corp. Reports Strong Third Quarter 2026 with Revenue Growth of
66%, Bookings Growth of over 350%, and Robust Cash Generation
November 12, 2026
Third Quarter 2026 Business Highlights
•Revenue grew 65.9% year over year to $202.2 million.
•Bookings of $768.9 million, an increase of 364% year over year.
•Backlog of $1.7 billion, an increase of 329% and 51.0% over prior year and prior quarter,
respectively.
•Book-to-bill ratio of 3.8x.
•Net income was $3.2 million, a decline of $10.5 million; net income margin was 1.6%.
•Adjusted net income* was $20.9 million, a decline of 7.0%.
•Adjusted EBITDA* increased by $8.9 million to $37.7 million; Adjusted EBITDA margin* was 18.7%.
•Operating cash flow increased to $62.5 million from an outflow of $0.6 million in the prior year.
•Subsequent to quarter end, the Company entered into a new $650 million senior secured credit
agreement with significant pricing improvement.
Full Year 2026 Guidance**
•Revenue in the range of $905-$915 million, representing 103% year-over-year growth at the
midpoint.
•Adjusted EBITDA** of $155-$165 million, representing 76% year-over-year growth at the midpoint.
*Amounts are non-GAAP financial measures. See the schedules below for a discussion of non-GAAP financial
metrics including a reconciliation to the most directly comparable GAAP measure.
**The Company has not provided a reconciliation of Adjusted EBITDA guidance to net income, the most directly
comparable GAAP measure, because certain items that are excluded from the non-GAAP financial measure, such as
depreciation expense and other expenses, cannot be reasonably predicted or estimated at this time without
unreasonable effort. Such items could have a material impact on reported results.
MIAMISBURG, Ohio, November 12, 2026 /PRNewswire/ -- Accelevation, Inc. (NASDAQ: ACCV)
("Accelevation" or the "Company"), a leading designer, manufacturer and installer of customized
structural, electrical and mechanical systems for mission-critical infrastructure, reported financial results
for the third quarter ended September 30, 2026.
Management Commentary
“At Accelevation, we design, manufacture, and install mission-critical infrastructure for customers who rely
on our speed and certainty of delivery, and our third quarter results reflect the strength of our operating
model and underlying markets,” said Michael Rubiera, Co-Founder and Chief Executive Officer of
Accelevation. "We are pleased with our first reported quarter as a public company. Our end markets are
accelerating, demand for our products is robust, and our ability to deliver customized solutions at scale for
our customers is driving strong market share gains and growth in our business. Our backlog, order pace,
and focus on productivity position us well to deliver strong results in the fourth quarter and beyond.”
“Our performance in the third quarter demonstrated the benefits of several strategic decisions we made
previously to position Accelevation for where the industry is headed,” Michael Rubiera continued. “Our
market is accelerating and we are seeing a shift toward modular, factory-built infrastructure. Based upon
the strong demand from our customers, we continue to make investments in scaling our modular
2
capabilities while also broadening our power product offering. We are expanding our addressable market
through product innovation, diversifying our customer base, and growing our business with existing blue-
chip customers to drive sustained, profitable growth.”
“We delivered strong growth, profitability, and cash generation in the quarter,” said Ken Krause, Chief
Financial Officer of Accelevation. “Revenue increased more than 60%, bookings grew more than 350%, 
backlog rose to approximately $1.7 billion, and Adjusted EBITDA margins approached 19% following a
weaker first half. Strong demand for our solutions continues to drive significant growth, while our focus on
execution translated into improved margins. Operating cash flow increased significantly to over $62
million, representing cash conversion well in excess of 100% of net income for the quarter.”
“Following quarter end, we used the primary proceeds from our IPO to reduce debt and closed $650
million in new credit facilities with improved pricing while significantly decreasing our pro forma net
leverage following the IPO,” Mr. Krause continued. “We believe our balance sheet is well positioned, with
our new credit facilities providing ample capacity. Our reduced leverage post-IPO and enhanced financial
flexibility allow us to continue investing in the business to support strong and growing demand across our
end markets.”
“As we introduce full-year 2026 guidance today we are well positioned to continue delivering robust
growth, an improving margin profile, and strong cash flow as we start the fourth quarter and look further
out into 2027,” concluded Mr. Krause.
Three and Nine Months Ended Financial Highlights
(in millions, except per share)
3Q 2026
3Q 2025
% Chg
9M 2026
9M 2025
% Chg
GAAP Results
Revenues
$202.2
$121.9
65.9%
$639.7
$280.5
128.0%
Gross profit
$59.2
$42.1
40.4%
$175.3
$90.4
93.9%
Operating income
$18.2
$18.1
0.7%
$53.5
$21.5
148.4%
Selling, general and administrative
expenses ("SG&A")
$26.6
$15.8
68.5%
$81.2
$44.4
83.1%
SG&A Margin
10.9%
12.0%
(116) bps
10.1%
12.4%
175 bps
Net income
$3.2
$13.6
(76.9)%
$22.5
$4.9
355.5%
Net income margin
1.6%
11.2%
(964) bps
3.5%
1.8%
175 bps
Net cash from operating activities
$62.5
$(0.6)
nm
$58.3
$(5.6)
nm
Non-GAAP Results and Key Metrics
Adjusted SG&A(1)
$22.0
$14.7
49.9%
$64.5
$34.8
85.5%
Adjusted SG&A Margin(1)
10.9%
12.0%
(116) bps
10.1%
12.4%
(231) bps
Adjusted EBITDA(1)
$37.7
$28.9
30.8%
$106.1
$55.7
90.6%
Adjusted EBITDA margin(1)
18.7%
23.7%
(502) bps
16.6%
19.8%
(325) bps
Adjusted Net Income(1)
$20.9
$22.5
(7.0)%
$71.0
$37.3
90.2%
Adjusted Net Income margin(1)
10.3%
18.5%
(811) bps
11.1%
13.3%
(221) bps
Free cash flow(1)
$55.0
$(3.3)
nm
$39.2
$(14.0)
nm
(1)Amounts are non-GAAP financial measures or key performance metrics. See the appendix to this release for a discussion of
non-GAAP financial metrics including a reconciliation to the most directly comparable GAAP measure and definitions.
3
Financial Outlook for Fiscal Year 2026
(in millions, except per share)
Outlook
YoY Growth
Revenues
$905 to $915
102%-104%
Adjusted EBITDA**
$155 to $165
71%-82%
Guidance is based on information as of today, November 12, 2026, and may be impacted by factors
outside the Company's control. See "Forward Looking Statements."
Initial Public Offering
On October 1, 2026, after the end of the third quarter, Accelevation completed its initial public offering of
30,000,000 shares of Class A common stock at a public offering price of $18.00 per share. The offering
consisted of 10,000,000 shares sold by Accelevation and 20,000,000 shares sold by certain selling
stockholders affiliated with Olympus Partners. Accelevation’s Class A common stock began trading on the
Nasdaq Global Select Market under the ticker symbol “ACCV” on September 30, 2026.
Accelevation received net proceeds of approximately $170.6 million after deducting underwriting
discounts and commissions and estimated offering expenses. It used the net proceeds to purchase newly
issued units of Accelevation Holdings LLC. Accelevation Holdings LLC applied those proceeds to repay
outstanding indebtedness. Accelevation did not receive any proceeds from the sale of shares by the
selling stockholders.
In connection with the initial public offering, Accelevation entered into new senior secured credit facilities
consisting of a $400 million revolving credit facility and a $250 million Term Loan A. Because the offering
closed after quarter end, third quarter financial results do not reflect the offering or the related
transactions.
Conference Call and Webcast
Accelevation will host a conference call on Friday, November 13, 2026 at 8:30 a.m. Eastern Time to
discuss its third quarter results. A link to the webcast of the live conference call will be available on the
Investor Relations section of the Company's website at https://investors.accelevation.com. A replay of the
conference call will be available for one year following the webcast.
About Accelevation Holdings Corp.
Accelevation is a leading designer, manufacturer and installer of customized structural, electrical and
mechanical systems for mission-critical infrastructure. Its vertically integrated model combines U.S.-based
manufacturing and nationwide field service capabilities to move customers faster from design through
deployment with innovative, factory-built solutions engineered for speed, scalability and certainty.
Accelevation solves complex needs at scale while investing in its communities, growing the skilled trades
and creating opportunities for people to build lasting careers and share in the value they create.
Forward-Looking Statements
This press release and the related conference call contain forward-looking statements that are subject to
risks and uncertainties. Forward-looking statements give the Company’s current expectations and
projections relating to its financial condition, results of operations, plans, objectives, future performance
and business. You can identify forward-looking statements by the fact that they do not relate strictly to
historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,”
“project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms
4
of similar meaning in connection with any discussion of the timing or nature of future operating or financial
performance or other events. Forward-looking statements include all statements that are not historical
facts, including our guidance, the conversion of our backlog into revenue, demand in our end markets and
for our products, increases in market share, our capabilities to satisfy demand, continued investment in
our business, including capacity expansion and our modular and power product offerings, the
diversification of our customer base and expansion of our addressable market, our estimated and
projected costs, expenditures, cash flows, growth rates and margin improvements, our future leverage,
the expected benefits from the entry into the new facilities, our plans and objectives for future operations
and the execution of our growth strategy and long-term strategic priorities.
There is no assurance that any forward-looking statements will materialize. All forward-looking statements
are subject to risks and uncertainties that may cause actual results to differ materially from those that we
expected, including: a reduction in demand or slowdown in the growth of drivers of data center demand;
changes in data center industry dynamics, including increased siting constraints or community opposition;
negative publicity about us or our industry; our dependence on a limited number of large-scale data
center customers; our dependence on a concentrated base of hyperscale and colocation customers; our
backlog being subject to unexpected adjustments and cancellations; our ability to compete effectively on
speed-to-capacity, on-time delivery, customization, integration and price against intense and increasing
competition; our failure to anticipate and adapt to rapid changes in data center technologies and
architectures; our failure to secure new contracts; our ability to identify, integrate and realize the expected
benefits of acquisitions; limitations on our indemnification rights in acquisition agreements; the success of
our cost management strategies, vertically integrated operating model and modular infrastructure
platform; extended sales cycles and irregular customer ordering patterns; our exposure to cost overruns
and schedule penalties under fixed-price or committed-schedule arrangements; our dependence on the
continued service of our founders and key leaders and our ability to recruit and retain skilled engineers,
technicians and electricians; our ability to scale operations rapidly, including investment in workforce
development, operating infrastructure and cross-functional coordination; any equipment failure, capacity
constraints, labor availability and safety incidents, including physical hazards inherent to our industry;
shortages, quality issues, price increases, transportation disruptions or government trade actions affecting
raw materials and components in our supply chain; our reliance on contractors and subcontractors to
supplement our own capabilities and to conduct aspects of our business; an economic downturn, tighter
financing conditions or pricing challenges; geopolitical developments, trade policy shifts and
macroeconomic volatility, including commodity price volatility; seasonal variations in operations and
demand that affect construction activity; business disruption, natural disasters, public health events or
other catastrophic events; our failure to adequately protect our intellectual property and other proprietary
rights; claims alleging infringement, misappropriation or violation of third-party intellectual property rights;
our failure to obtain or maintain sufficient insurance at acceptable cost; changes in laws, regulations and
standards applicable to our business; disruption in our customers’ markets from future AI-related
legislation and regulation and the impact it may have on demand for our products and services; product
defects, installation errors or performance shortfalls resulting in warranty claims, reputational harm and
liability; potential legal proceedings and disputes arising from our operations; misconduct or
noncompliance by employees or subcontractors; our ability to comply with environmental, health and
safety laws in our manufacturing facilities and at customer sites; our indebtedness and financing needs
and the limitations our existing Credit Agreement imposes, and any future credit agreements may impose,
on us; our inability to remediate our material weaknesses, or our failure to develop and maintain effective
internal control over financial reporting; cybersecurity incidents or data privacy breaches; risks and
uncertainties related to the development and use of AI, which may present business, compliance and
reputational risks; and other factors set forth in our filings with the U.S. Securities and Exchange
Commission.
You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations
only as of the date of this press release and related conference call. Except as required by applicable law,
the Company undertakes no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise.
Contacts
Investor Relations Contact:
5
Larry De Maria, CFA
ir@accelevation.com
+1 (937) 560-1133
Media Contact:
Chandler Martin
media@accelevation.com
+1 (937) 802-2931
6
APPENDIX: FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
Condensed Consolidated Statements of Income (Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2026
2025
2026
2025
Revenue
$202,224
$121,888
$639,675
$280,518
Cost of goods sold
143,063
79,755
464,364
190,091
Gross profit
59,161
42,133
175,311
90,427
Operating expenses:
Selling, general and administrative expenses
26,561
15,766
81,206
44,350
Amortization of intangible assets
13,765
8,040
31,136
23,800
Related party expenses
640
256
7,378
756
Impairment on assets held for sale
—
—
2,128
—
Total operating expenses
40,966
24,062
121,848
68,906
Operating income
18,195
18,071
53,463
21,521
Non-operating income (expenses)
Interest income
657
123
1,199
182
Interest expense
(16,046)
(5,673)
(31,323)
(16,106)
Other income (expenses), net
345
1,409
81
(68)
Total non-operating expense, net
(15,044)
(4,141)
(30,043)
(15,992)
Income before taxes
3,151
13,930
23,420
5,529
(Benefit) provision for income taxes
(2)
284
942
594
Net income
3,153
13,646
22,478
4,935
Net income attributable to noncontrolling interest
222
—
718
—
Net income attributable to Accelevation LLC
2,931
13,646
21,760
4,935
7
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)
September 30,
2026
December 31,
2025
ASSETS
Current assets
Cash and cash equivalents
$108,512
$16,267
Accounts receivable, net of allowance
119,952
82,302
Contract assets
96,741
52,816
Inventories
66,991
45,285
Prepaid expenses and other current assets
13,211
5,188
Assets held for sale
—
8,802
Total current assets
405,407
210,660
Property, plant and equipment, net
48,994
32,942
Right-of-use assets - operating leases
45,637
23,441
Goodwill
186,400
186,400
Intangible assets, net
237,072
268,208
Other long-term assets
7,392
1,296
Total assets
930,902
722,947
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
Accounts payable
77,597
68,283
Accrued expenses and other current liabilities
29,027
16,139
Contract liabilities
104,678
12,252
Related party payable
365
7,944
Current maturities of long-term debt
6,676
2,683
Current portion of operating lease liabilities
5,710
2,815
Liabilities held for sale
—
3,699
Total current liabilities
224,053
113,815
Other liabilities
Long-term debt, net
648,776
269,874
Operating lease liabilities, net
41,782
21,794
Other long-term liabilities
11,794
10,305
Total other liabilities
702,352
301,973
Members' equity
Members' equity
23,661
283,427
Members' notes receivable
(22,095)
—
Retained earnings
2,931
17,815
Total members' equity
4,497
301,242
Noncontrolling interest
—
5,917
Total equity
4,497
307,159
Total liabilities and equity
$930,902
$722,947
8
Condensed Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended
September 30,
(in thousands)
2026
2025
OPERATING ACTIVITIES
Net income
$22,478
$4,935
Depreciation, amortization, and other noncash items
50,581
34,501
Working capital and other operating activities
(14,794)
(45,012)
Net cash provided by (used in) operating activities
58,265
(5,576)
INVESTING ACTIVITIES
Purchases of property and equipment
(19,037)
(8,413)
Payments for purchases of businesses, net of cash acquired
—
(398,433)
Other investing activities
1,643
—
Net cash used in investing activities
(17,394)
(406,846)
FINANCING ACTIVITIES
Net proceeds from debt, after debt issuance costs
382,233
230,160
Distributions and notes issued to members
(318,387)
(16,905)
Other financing activities
(12,472)
214,405
Net cash provided by financing activities
51,374
427,660
Change in cash and cash equivalents
92,245
15,238
9
Non-GAAP Financial Measures
Adjusted SG&A and Adjusted SG&A Margin
Adjusted SG&A is calculated as SG&A plus or minus (i) equity-based compensation, (ii) sponsor fees and
expenses, (iii) public company readiness costs, (iv) acquisition-related costs, (v) changes in the fair value
of contingent consideration liabilities, and (vi) other non-recurring items. Adjusted SG&A Margin reflects
Adjusted SG&A as a percentage of Revenue.
Among other limitations, Adjusted SG&A and Adjusted SG&A Margin do not reflect all cash expenditures,
do not reflect certain recurring noncash charges, and do not reflect the impact of certain cash charges
resulting from matters the Company considers not to be indicative of ongoing operations.
The Company presents Adjusted SG&A and Adjusted SG&A Margin because it believes the metrics assist
investors and analysts in comparing performance across reporting periods on a consistent basis by
excluding items that the Company does not believe are indicative of core operating performance.
Management uses these metrics are used by management to compare SG&A expenses consistently over
various periods.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is defined as net income (loss) adjusted for interest income and expense, provision for
income taxes, depreciation and amortization expense, equity-based compensation expense, public
company readiness costs, acquisition costs, sponsor fees and expenses, change in fair value of
acquisition earnout and asset impairment, as well as certain non-recurring items, including payments to
Olympus that ceased upon the IPO. Adjusted EBITDA Margin reflects Adjusted EBITDA as a percentage
of Revenue.
Among other limitations, Adjusted EBITDA and Adjusted EBITDA Margin do not reflect the Company's
cash expenditures, or future requirements, for capital expenditures or contractual commitments, non-cash
charges for depreciation and amortization, and do not reflect the impact of certain cash charges resulting
from matters the Company considers not to be indicative of ongoing operations such as interest expense.
Adjusted EBITDA and Adjusted EBITDA Margin also do not reflect income tax expense or benefit.
The Company believes that Adjusted EBITDA and Adjusted EBITDA Margin are important metrics for
management and investors as they (i) adjust for the impact of items that the Company does not believe
are indicative of core operating results or the overall health of the Company and (ii) allow for consistent
comparison of operating results over time. In addition, the Company uses Adjusted EBITDA and Adjusted
EBITDA Margin in evaluating management’s performance when determining incentive compensation and
to evaluate the effectiveness of its business strategies.
Adjusted Net Income and Adjusted Net Income Margin
Adjusted Net Income is calculated as net income (loss) plus or minus (i) amortization of intangibles, (ii)
equity-based compensation, (iii) sponsor fees and expenses, (iv) public company readiness costs, (v)
acquisition-related costs, (vi) changes in the fair value of contingent consideration liabilities, (vii) asset
impairments, (viii) other non-recurring items, and (ix) tax impact of adjustments. Adjusted Net Income
Margin reflects Adjusted Net Income as a percentage of Revenue.
Among other limitations, Adjusted Net Income and Adjusted Net Income Margin do not reflect all cash
expenditures, or future requirements, for capital expenditures or contractual commitments, do not reflect
certain recurring noncash charges, and do not reflect the impact of certain cash charges resulting from
matters the Company considers not to be indicative of ongoing operations.
The Company presents Adjusted Net Income and Adjusted Net Income Margin because it believes the
metrics assist investors and analysts in comparing performance across reporting periods on a consistent
10
basis by excluding items that the Company does not believe are indicative of core operating performance.
Adjusted Net Income and Adjusted Net Income Margin are used by management to evaluate the
effectiveness of its business strategies.
Free Cash Flow
The Company defines Free Cash Flow as Net Cash Provided by Operating Activities reduced by
Purchases of Property and Equipment. Management uses Free Cash Flow to provide insight into liquidity, 
cash-generating capability, as well as demonstrate its ability to fund future growth. Free Cash Flow should
be considered in addition to, rather than as a substitute for, Net Cash Provided by Operating Activities as
a measure of liquidity. Additionally, the Company's definition of Free Cash Flow is limited, in that it does
not represent residual cash flows available for discretionary expenditures, due to the fact that the
measure does not deduct the payments required for debt service and other contractual obligations or
payments made for business acquisitions. Therefore, management believes it is important to view Free
Cash Flow as a measure that provides supplemental information to the consolidated statements of cash
flows.
Reconciliation of SG&A to Adjusted SG&A
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2026
2025
2026
2025
Selling, general, and administrative costs
$26,561
$15,766
$81,206
$44,350
Less:
Equity-based compensation
751
124
1,941
278
Sponsor fees and expenses(1)
260
256
774
756
Public company readiness costs(2)
3,907
—
12,535
—
Strategic acquisition costs
—
67
—
6,104
Change in fair value of acquisition earnout
(560)
577
537
1,532
Other(3)
196
59
936
909
Adjusted SG&A
$22,007
$14,683
$64,483
$34,771
Revenue
$202,224
$121,888
$639,675
$280,518
SG&A Margin
13.1%
12.9%
12.7%
15.8%
Adjusted SG&A Margin
10.9%
12.0%
10.1%
12.4%
(1)Represents fees and expense reimbursements paid to the Company's sponsor, which will no longer be paid in future
periods.
(2)Represents non-recurring professional service fees related to the IPO readiness included as Related Party Expenses and
Selling, General and Administrative Expenses on the condensed consolidated income statements.
(3)Other for the year ended December 31, 2025 primarily includes disposals of fixed assets due to a one-time policy change
in capitalization thresholds and abandonment of certain fixed assets. For the three and nine months ended September 30,
2026, Other includes loss on the sale of WMS and disposals of certain fixed assets.
11
Reconciliation of Net Income to Adjusted EBITDA*
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2026
2025
2026
2025
Net income (loss)
$3,153
$13,646
22,478
4,935
Interest expense
16,046
5,673
31,323
16,106
Interest income
(657)
(123)
(1,199)
(182)
(Benefit) provision for income taxes
(2)
284
942
594
Depreciation expense
881
260
2,579
831
Amortization of intangibles
13,765
8,040
31,136
23,800
Equity-based compensation
751
124
1,941
278
Acquisition costs
—
67
—
6,104
Sponsor fees and expenses(1)
260
256
774
756
Public company readiness costs(2)
3,907
—
12,535
—
Change in fair value of acquisition earnout
(560)
577
537
1,532
Asset impairment
—
—
2,128
—
Other(3)
196
59
936
909
Adjusted EBITDA
$37,740
$28,863
$106,110
$55,663
Revenue
$202,224
$121,888
$639,675
$280,518
Net Income Margin
1.6%
11.2%
3.5%
1.8%
Adjusted EBITDA Margin
18.7%
23.7%
16.6%
19.8%
(1)Represents fees and expense reimbursements paid to the Company's sponsor, which will no longer be paid in future
periods.
(2)Represents non-recurring professional service fees related to the IPO included as Related Party Expenses and Selling,
General and Administrative Expenses on the condensed consolidated income statements.
(3)Other for the year ended December 31, 2025 primarily includes disposals of fixed assets due to a one-time policy change
in capitalization thresholds and abandonment of certain fixed assets. For the nine months ended September 30, 2026,
Other includes loss on the sale of WMS and disposals of certain fixed assets.
12
Reconciliation of Net Income to Adjusted Net Income*
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2026
2025
2026
2025
Net income (loss)
$3,153
$13,646
22,478
4,935
Amortization of intangibles
13,765
8,040
31,136
23,800
Equity-based compensation
751
124
1,941
278
Sponsor fees and expenses(1)
260
256
774
756
Public company readiness costs(2)
3,907
—
12,535
—
Acquisition costs
—
67
—
6,104
Change in fair value of acquisition earnout
(560)
577
537
1,532
Asset impairment
—
—
2,128
—
Other(3)
196
59
936
909
Tax impact of adjustments
(550)
(274)
(1,500)
(1,001)
Adjusted Net income
$20,922
$22,495
$70,965
$37,313
Revenue
$202,224
$121,888
$639,675
$280,518
Net Income Margin
1.6%
11.2%
3.5%
1.8%
Adjusted Net Income Margin
10.3%
18.5%
11.1%
13.3%
(1)Represents fees and expense reimbursements paid to the Company's sponsor, which will no longer be paid in future
periods.
(2)Represents non-recurring professional service fees related to the IPO readiness included as Related Party Expenses and
Selling, General and Administrative Expenses on the condensed consolidated income statements.
(3)Other for the year ended December 31, 2025 primarily includes disposals of fixed assets due to a one-time policy change
in capitalization thresholds and abandonment of certain fixed assets. For the three and nine months ended September 30,
2026, Other includes loss on the sale of WMS and disposals of certain fixed assets.
Reconciliation of Net Cash from Operating Activities to Free Cash Flow*
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)
2026
2025
2026
2025
Net cash (used in) provided by operating
activities
$62,506
$(645)
$58,265
$(5,576)
Purchase of property and equipment
(7,500)
(2,629)
(19,037)
(8,413)
Free Cash Flow
$55,006
$(3,274)
$39,228
$(13,989)
Performance Metrics
The Company utilizes certain performance metrics (defined below) to provide an indication of trends in
operating results, including future business, and to provide a useful indicator of the volume of our
business over time. Measuring backlog, bookings, and book-to-bill ratio involves the use of judgments,
and there are no independent standards or requirements governing the calculation of these metrics.
13
These metrics may be impacted by, among other factors, the types of services and systems sold, contract
duration, the pace of customer spending, actual volumes of services and systems delivered as compared
to the volumes anticipated at the time of sale, and contract modifications over the lifetime of a contract.
Information regarding these performance metrics is not comparable to, nor should it be substituted for, an
analysis of reported revenues.
Backlog consists of the remaining unrecognized revenue on executed contracts and purchase orders, as
well as letters of intent and notices to proceed with respect to purchase orders received in writing. The
Company utilizes backlog to provide additional insights regarding trends in future revenue and market
penetration.
Bookings is defined as the aggregate dollar value of executed customer contracts and purchase orders,
as well as letters of intent and notices to proceed with respect to purchase orders received in writing,
during a given period.
Book-to-bill ratio is defined as bookings divided by revenue for the applicable period.

Source: View Original Filing on SEC EDGAR

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